Outset Medical, Inc.
For the period ended Dec 31, 2025. Filed Feb 13, 2026.
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FY2025 · Filed Feb 13, 2026
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Item 9B. Other Information
Rule 10b5-1 Trading Arrangements
During the three months ended December 31, 2025, no director or officer of the Company adopted, modified orterminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.
2026 Executive Cash Retention Bonuses
On February 11, 2026, the Compensation Committee (the Compensation Committee) of our Board of Directors of (the Board) approved the payment of one-time special cash retention bonuses for 2026 to certain of our executive officers, namely Renee Gaeta, John L. Brottem and Marc Nash. The retention bonuses are intended to support retention priorities and leadership continuity in key business functions of the Company.
Each of Ms. Gaeta, Mr. Brottem and Mr. Nash will be entitled to receive the one-time cash retention bonus in the amount set forth opposite his or her name in the table below, payable in a lump sum in December 2026, subject to continued employment with the Company through such payment date. These 2026 retention bonuses are in addition to any amounts that may be earned by such executive officers under our regular 2026 annual cash bonus program. The individual retention bonus amounts are as follows:
| Name: | Title | 2026 Retention Bonus Amount |
|---|---|---|
| Renee Gaeta | Chief Financial Officer | $66,795 |
| John L. Brottem | General Counsel and Secretary | $106,620 |
| Marc Nash | Executive Vice President, R&D, Operations and Service | $100,460 |
2026 Special Performance-Based Retention Bonus for Marc Nash
On February 11, 2026, the Compensation Committee also approved an additional one-time special performance-based cash bonus for Marc Nash. This bonus is intended to support retention priorities and continuity in leadership of the key business functions overseen by Mr. Nash, while incentivizing the achievement during 2026 of specified cost savings initiatives.
Mr. Nash’s bonus opportunity is based on the achievement of two cost savings-related performance goals for 2026 relating to service efficiencies and profitability initiatives. At target performance, the bonus payout opportunity for each of the two cost savings performance goals is $95,000 and $105,000, respectively. For each performance goal, (i) no bonus amount will be payable unless the threshold level of at least 90% of the applicable cost savings target is achieved and (ii) payouts will scale linearly from 90% to 100% for achievement between threshold and target levels. In addition, the bonus includes an overachievement opportunity pursuant to which Mr. Nash may earn 15% of incremental cost savings achieved above the applicable cost savings target, subject to a maximum overperformance payout of $100,000 in the aggregate.
Any bonus amount earned by Mr. Nash pursuant to this arrangement will be payable following the conclusion of 2026, subject to certification of achievement levels by the Compensation Committee and Mr. Nash’s continued employment with the Company through the payment date. This performance-based retention bonus is in addition to the special cash retention bonus for 2026 described above, as well as any amounts that may be earned by Mr. Nash under our regular 2026 annual cash bonus program.
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